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Via EDGAR and Facsimile
Securities and Exchange Commission
Division of Corporation Finance
Office of Mergers and Acquisitions
100 F Street, N.E.
Washington D.C. 20549
Attn: Peggy Kim
Re: | Beckman Coulter, Inc. |
Schedule 14D-9 filed February 15, 2011
File No. 5-40103
Dear Ms. Kim,
On behalf of Beckman Coulter, Inc. (the Company), we submit this letter in response to the comments of the staff (the Staff) of the Securities and Exchange Commission (the Commission) set forth in your letter, dated February 24, 2011 (the Comment Letter), regarding the Companys Solicitation /Recommendation Statement on Schedule 14D-9, filed with the Commission on February 15, 2011 (the Schedule 14D-9).
The response of the Company to the Comment Letter is set forth below. To facilitate the Staffs review, the Staffs comment is reproduced below in italicized text, with the Companys response immediately below the comments. References to page numbers correspond to the page numbers in the Schedule 14D-9.
The Company is concurrently filing via EDGAR an Amendment No. 3 to Schedule 14D-9 (Amendment No. 3).
Schedule 14D-9
Certain Financial Forecasts. page 25
1. We note that you have included non-GAAP financial measures in this section. Please advise us as to the consideration given to whether these non-GAAP projections would require additional disclosure pursuant to Rule 100(a) of Regulation G. We may have additional comments after we review your response.
Page 2
We respectfully advise the Staff that, in response to the Staffs comment, the Company has provided additional disclosure pursuant to Rule 100(a) of Regulation G in Amendment No. 3.
***
Please be advised that, in connection with the Comment Letter and the Companys responses thereto, the Company hereby acknowledges the Staffs position that (i) the Company is responsible for the adequacy and accuracy of the disclosure in the above-referenced filing, (ii) the Staffs comments or changes to disclosure in response to the Staffs comments do not foreclose the SEC from taking any action with respect to the above-referenced filing, and (iii) the Company may not assert the Staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.
If you have any questions or comments to this letter, please do not hesitate to me. In addition, please feel free to contact Paul D. Tosetti at (213) 891-8770 or Michael A. Treska at (714) 755-8197, both of Latham & Watkins LLP.
Sincerely, |
/s/ Cary K. Hyden |
Cary K. Hyden of Latham & Watkins LLP |
cc: | Arnold A. Pinkston, Beckman Coulter, Inc. |
Paul D. Tosetti, Latham & Watkins LLP
Michael A. Treska, Latham & Watkins LLP